ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California
CONFIDENTIAL EXECUTION COPY TABLE OF CONTENTS PAGE ---- ARTICLE 1 DEFINITIONS AND CONSTRUCTION.........................................2 ----------------------------- 1.1 Definitions..................................................2 1.2 Interpretation and Construction.............................16 ARTICLE 2 ASSETS AND LIABILITIES..............................................17 ----------------------- 2.1 Acquired Assets.............................................17 2.2 Excluded Assets.............................................18 2.3 Assumed Liabilities.........................................19 2.4 Excluded Liabilities........................................20 2.5 Treatment of Consent Required Contracts After Closing Date..20 ARTICLE 3 CLOSING AND PURCHASE PRICE..........................................21 --------------------------- 3.1 Closing.....................................................21 3.2 Purchase Price..............................................21 3.3 Closing Date
LICENSE AGREEMENTLicense Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California
This Transitional Services Agreement (the "Agreement") is entered into between Tekelec, a California corporation ("Tekelec"), and Catapult Communications Corporation, a Nevada corporation ("Catapult"). Tekelec and Catapult are sometimes referred to herein individually as a "party" or together as the "parties." This Agreement is entered into on July 15, 2002, in connection with the execution of and pursuant to the Asset Purchase Agreement (as defined below) and shall become effective upon the Closing Date (as defined below).
PROJECT ISLAND REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of July 15, 2002, between Catapult Communications Corporation, a Nevada corporation ("CATAPULT"), and Tekelec, a California corporation ("Tekelec"). This Agreement shall become effective on the date of, and is contingent upon, the closing of the Acquisition (as defined herein) (the "EFFECTIVE DATE").
INTERNATIONAL RIGHTS LICENSE AGREEMENT This International Rights License Agreement (this "AGREEMENT") is made and entered into as of July 15, 2002 by and between Tekelec, a California corporation ("SELLER") and Catapult Communications International...International Rights License Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California
SUBORDINATED GUARANTYSubordinated Guaranty • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California
